Rise of the Ultimates Volume One: Origins
by Zaion Indulias
Summary: YAHF: Halloween had unforseen consequences for Earth. The entities possessing Xander Harris, Cordelia Chase, and Daniel Osbourne conspired to leave a gift for their hosts, and something Ultimate has been born on Earth.
1. Issue One: In the Beginning

Disclaimer: I own none of the characters or series presented or reference herein, including but not limited to Buffy the Vampire Slayer, Angel the Series, DC Comics, Marvel Comics, or their assorted comics, cartoons, movies and games. This story is written for fun and the enjoyment of all and is not for profit. It is only allowed to be posted on fanfiction dot net and tthfanfic dot org. If you find this series on another site please report it to me so I may ask for it to be removed. If anyone wishes to have it reposted on another site in my name please ask my permission before doing so.

* * *

Rise of the Ultimates Volume 1: Origins

Volume 1, Issue 1

"In the Beginning"

* * *

**Backroom of "Ethan's"**

In a shadowed, candle lit backroom a middle aged man garbed in the traditional robes and accoutrements of a priest of the two-faced Roman god Janus knelt before an altar. His hands were clasped in supplication as he chanted his prayers to his god.

Suddenly the eyes of the bust of Janus on the altar began to glow a lambent green. The man's chanting paused and a dark smirk spread across his features. As the glow began to fade he returned to his chanting.

"Oh holy Janus, Lord of Chaos, work thy will on these peasants. Let your power wash over them and let chaos reign."

As the man's chanting continued the eyes of the bust began to glow brighter as power gathered in answer to his prayers.

* * *

**Teenage Girl's Bedroom**

Cordelia Chase was not happy.

No, that's an understatement.

Cordelia Chase was _furious_.

Earlier that day she had gone by Party Town to pick up the sexy cat outfit she had reserved for her hot Halloween date-

_Hot, not smart_. Cordelia reminded herself as she adjusted her clothes.

-only to discover that the asshole store owner had sold HER costume to some rich bitch who had driven up from LA after tracking down that specific costume and offered him ten times the value of the costume for it.

After that there was NO way she was giving the man her money for a second rate nurse outfit, no matter how sexy she would have looked in it, especially not after he so obviously leered at her.

So instead she had been forced to schlepp over to that new store "Ethan's" and pray to the gods of money that all the good sexy costumes weren't already taken.

She had been pleasantly surprised to discover a decent costume still available, all white and very sexy. She even recognized who it was supposed to be.

She would never openly admit it, as it could completely ruin her reputation as the queen of Sunnydale High, but deep down Cordelia Chase was a bit of a geek. As a child she had delighted in reading superhero comics, until an incident with a bully at camp had forced her to give it up. But before she had done so she had a favorite character. Her name was Emma Frost, the White Queen of the Hellfire Club. She was smart, ambitious, strong, cunning, and used her beauty as a weapon. Young Cordelia had idolized Emma, and finding a full and surprisingly good quality costume at the White Queen at "Ethan's" had almost made up for her fury at the owner of Party Town.

As she stood before her full length mirror modeling her form fitting and quite sexy outfit as the White Queen Cordelia smirked.

She was going to blow the stupid sluts at the Bronze out of the water with this costume.

* * *

**Van in the Alley Behind the Bronze**

Daniel "Oz" Osbourne was a fairly quiet person. He loved to play his guitar, but otherwise was a fairly lazy person. His grades at school did not reflect his potentially genius level intellect but rather his lack of interest in the mandatory and way too easy schoolwork. He was in fact extremely intelligent, which his parents had figured contributed to his laziness as school was always too easy.

As he finished adding the finishing touches on his costume he looked in his rear view mirror, checking that everything was in place.

One of the few things besides his guitar that Oz's laziness didn't extend to was Halloween. Since he was a kid Oz had always gone all out on his costumes. This year his band had decided on a joint theme, to perform their Halloween show at the Bronze dressed as members of the X-Men. While his band mates had half assed their own costumes-

His base player James Winston had just wrapped tinfoil around his arms and called himself Colossus.

-Oz had gone to Ethan's and bought a full Wolverine costume, complete with fake sideburns and extendable claws. It had cost him most of his profits from the gigs his band had played that summer, but was totally worth it in his opinion.

As Oz adjusted his mask slightly he smiled. Tonight was going to be fun.

Picking up his guitar he strummed a few chords of the opening theme of the X-Men Cartoon.

Tonight was going to be _very_ fun.

* * *

**Sidewalk Out Side the Summers's Residence**

Xander was sweating heavily but it was so worth it. His costume was moderately heavy, and didn't breathe very well, but it was so cool. When he had gone to the new costume shop "Ethan's" he had intended to buy a toy pistol and wear a pair of army fatigues his uncle had given him, but when Buffy's mother Joyce overheard his plans yesterday she had insisted on paying so he could get a proper costume.

He had tried to decline, but she had simply reminded him that Summers women were not to be denied.

So now he stood outside the Summers's home, wrapped in a formfitting black spandex bodysuit covered by molded plastic. Wires ran under the plastic connecting the battery pack concealed in the chest to various electronics scattered throughout the costume. Lights and sounds abounded, as well as several mechanisms to move or open parts of the armor, and the mask contained a voice changer that gave his voice a slightly mechanized sound.

That morning he had awoken as Alexander "Xander" Lavelle Harris, poor son of alcoholics Tony and Jessica Harris and poor academic performer. But for tonight at least he could pretend he was someone else, someone who was everything he wasn't. Rich, handsome, suave, a playboy and a genius and a hero all rolled into one. And for a geek like Xander, no one fit the bill better than Tony Stark.

With a slight clanking sound Iron Man walked up to the Summers' house and rang the doorbell, smiling behind his molded gold mask.

When Buffy opened her front door she discovered a large red and gold metal man hiding three large pizza boxes from her favorite pizza joint.

"Someone order three large pizzas, meat lovers with extra cheese, special delivery by your friendly neighborhood Iron Man?"

The voice was still clearly Xander's despite the distortion, and his usual sarcastic wit shown through.

"Xander, if you weren't being such a geek with that costume I would kiss you." Buffy said as she rescued the pizzas from Xander's hands and retreated back into the house.

Xander chuckled as he remembered that Buffy had kissed a reanimated corpse with those lips.

"This costume is so much better than a kiss from the corpse's bride."

Laughing to himself Xander stepped inside the Summers's house and closed the door behind him.

* * *

**Spike's Crypt**

Spike was grinning as he stood on top of a chair and watched as various demons and his vampire minions gathered around him. His love Drusilla had had a vision, a particularly delectable one, the night before and he had spent the last twenty four hours gathering this group together. Drusilla had seen that tonight the Slayer would be weak as a newborn kitten and ripe for the drinking. Tonight he would kill his third slayer, drink of her blood and further his fearsome reputation.

"Demons, minions, Vorlocks." This last he directed towards a pair of particularly loathsome demons in one corner of the room who were dressed like corporate lawyers. "Tonight is a great night. For too long the Slayer has hunted us here on the Hellmouth, slaying our kin and interfering with our plans. But no longer! For it has been foretold that on this night her strength shall wane and she shall be vulnerable. Tonight, we shall feast upon her blood, her flesh, and her bones!"

Around him the group, numbering over forty 'beings' of various persuasions both alive and dead, began cheering at his announcement. As he listened to his minions cheer and basked in their adoration of his leadership he tried to bury the worries niggling at the back of his mind.

Yes, Drusilla had said that the Slayer would be vulnerable that night, which was completely true. But that wasn't all she had foreseen. She had warned him that "the Avengers would ride tonight, and their vengeance upon harmed allies would be the death of all who paid them harm." Dru was worried that if he went out after the Slayer tonight he would end up dead.

Spike snorted. He was just going to kill the Slayer. Whoever these Avengers were he highly doubted he would end up doing anything to incite their wrath. They sounded like some hard ass demons after all, and as bad as Spike thought himself even he wasn't stupid enough to deal with an entire group of demons worthy of such a moniker, not without accurate intelligence and a serious advantage on his side at any rate.

As he continued to listen to the cheering of the minions Spike the Bloody Horrible Poet tried his best to ignore the unnatural chill that thinking of Drusilla's full prediction left down his spine.

* * *

**Mayor's Office**

Mayor Richard Wilkins the Third smiled genially as his guest and his pet disappeared into a swirl of red light.

"He is always such a polite young man, always so willing to make a deal. Don't you think so Finch?" Mayor Wilkins said as he turned towards his desk and grabbed a sanitary wet wipe to clean his hand.

"Indeed sir." Deputy Mayor Finch said, his voice as flat and even as ten years working as the Mayor's right hand could make it. "He is at that."

"Thanks to him we don't have to worry about those meddlesome heroes noticing the actions of our 'friend' Ethan Rayne tonight. Ah, the chaos will do so much good to reinvigorate this town. The Slayer has done much to prevent those pesky apocalypses, but she has put a damper on our population growth."

Mayor Wilkins turned and walked towards his office door, opening it and sticking his head out.

"Marie, will you please have sanitation services come up to my office? There are some dead vermin here who need to be disposed of. Thank you."

Closing the door he turned and smiled at Finch.

"Making deals with devil's are always dangerous, but at least with Clarion the costs aren't so bad."

At that moment the door to his office opened and a pair of short ugly men entered the room.

"Ah, good. Please, clean these vermin up, and please make sure you clean the carpet and walls thoroughly when you are done. Bloodstains are so unsanitary."

Mayor Wilkins smiled as the two ugly men went to work, their faces morphing into something more pig-like as they began to eat the dead bodies of the three men sitting in chairs in front of the Mayor's Desk. All three had looks of fear plastered on their faces and were wearing the orange jumpsuits of Sunnydale's local prison.

Mayor Wilkins stepped over to his office window and opened it, leaning out and taking a deep breath of fresh air as he looked out over his town.

"Tonight is going to be so exciting. I hope the citizens appreciate all the trouble I go to in order to provide them with quality entertainment."

Behind him Deputy Mayor Finch kept his silence, burying his conscience deep inside as he had ever since his father first brought him as a young boy to witness the Mayor's annual Yule sacrifice.

* * *

**Sunnydale High**

Xander laughed as they walked up towards the entrance of the high school. He could see Larry, dressed as a pilot, leading a group of kids in costumes out the door. But poor Larry was also teamed with Andrew Wells and Johno, both of whom were dressed as Federation Science Officers. He was sure that before the night was through Larry would be driven out of his mind by two geeks. He didn't pity Larry at all, the guy was a bully, but he wouldn't wish to be in his place. Xander may be a geek, but Andrew and Johno took it too far sometimes.

Turning his head back to face his partners as they entered the gates of Snyder's private hell dimension Xander once again assessed their costumes. When they had come downstairs after their pizza banquet he had been surprised by both their costumes…and yet once he reconsidered he realized they both made sense in their own way.

Buffy was dressed as an 18th or 19th century noblewoman. She made mock play at being some nobleman's daughter. When she had admitted she had chosen the costume because she thought Angel would like it everything made sense to him. She was just trying to get the blood flowing in her pulse-impaired beau.

Willow on the other hand was wearing a white sheet with two eye holes cut out of it, her traditional ghost costume. He wasn't surprised that she went as a ghost again per se, but rather because Buffy had told him that she had gotten Willow to buy a really sexy costume. Willow was his best friend though, they shared the yellow crayon bond, so he didn't tease her…much.

As they entered the cafeteria and got in line behind the other student 'volunteers' he sighed quietly behind his mask.

Buffy was great, she really was, but he had realized weeks before that she wasn't worth his love. He'd still be her friend, support her in her Calling, but really any girl who was willing to use him as a stripper pole to make a CORPSE jealous wasn't worth his time or pursuit.

And Willow…his best friend, his yellow crayon buddy. She thought he didn't notice the way she felt about him, but Xander Harris wasn't that dense. If he was he'd never have survived growing up with his abusive alcoholic father and his doormat alcoholic mother. In fact he was quite observant, and more intelligent than he let on. He kept his grades barely acceptable to keep his dad off his back, and he knew Willow took such pride in her intelligence that letting her help him with school work was always a good way to boost her confidence. And he'd seen for a long time, even before Jesse's death, how Willow felt about him. He also knew her to be possessive and manipulative to get what she wanted. And there was the fact that he considered her a sister, and not in the joking flirty kind of way, but in the "she's blood related so not attracted to her" kind of way. He'd never said anything because she'd never brought it up, but he knew he could never feel for her the same way she felt for him.

As they reached the front of the line and that sneering toad Snyder assigned them a group of ankle biters-

_Great, they're all dressed as demons and monsters of various kinds. Why can't kids in Sunnydale just dress up like Superman or Batman?_

-he sighed again. He was stuck between a rock and a hard place, and he could only pray that when either situation hit a head that it wouldn't lead to his own mini-apocalypse.

_Better swing by the library and let Giles know the route we are going to take, just in case there are any problems tonight._

* * *

**The Bronze, Cordelia's POV**

The Bronze was already pumping by the time Cordelia arrived. About three quarters of the party goers were wearing costumes that could politely be called "limited", and the remaining quarter were only fully covered by virtue of their choice of costume. If the activities of a slutty catholic school girl in one corner grinding herself on a fully dressed Darth Vader were any indication, many of those who were fully clothed would be losing at least part of their costumes before the night was over.

Yup, this was Halloween at its finest.

The band, a local group named Dingos Ate My Baby, were still setting up for their gig. The speakers were blaring house music and teens and college students were already enjoying the dance floor.

With a single deep breath she adopted a confident smirk, adopting the attitude and confidence that always characterized Emma Frost, and strode through the crowd. Her confidence almost seemed to split the crowd before her as she made her way over to the bar and ordered a fruity drink. She spent a minute observing the crowd, noticing a particularly good Chewbacca costume (even though she'd never in a million years have admitted to even knowing who Chewbacca was), before her drink was ready. Once she had it she headed over to a table to wait for her date.

Half an hour later she was still waiting for her date, who was nearly twenty minutes late, when the band finally began their set. She couldn't help but smile as she realized that their first song was a version of the X-Men theme from the cartoon she'd watched as a kid before status and reputation took over her life. She allowed herself to just BE Emma for a little bit and relaxed into the song. It was just as the final chords were fading out that she realized that the hot guy in the Darth Vader outfit making out with that slutty catholic school girl she'd noticed upon arrival was her DATE, the captain of the UC Sunnydale football team.

She stood in anger and was just about to stalk over and give the bastard a piece of her mind when everything went black.

* * *

**The Bronze, Oz's POV**

Oz smiled as he and his band worked to set up their instruments and equipment for their set. The Bronze was already a happening place when they arrived, house music blaring from the overhead speakers and the dance floor half filled with half-naked teens and college students. Oz paused for a few moments to admire the various scantily clad women, taking note of a slutty catholic school girl who was apparently trying to get Darth Vader's 'lightsaber' to turn on in one corner and a particularly well done Emma Frost.

_Man, whoever that chick is she really has Emma down. She's even got the personality and attitude right it seems._ He thought as he returned to setting up his amp and microphone before assisting his drummer with setting up his drums.

It took them nearly half an hour but finally they were ready to play. Getting ready he gave his band mates the count and they began to play the X-Men theme. The dancers immediately got more energized due to the live music, and whether they recognized the song or not they all seemed to love it. He and his band mates played their five minute rendition and just as he strummed the final chords and released the strings to let the chords fade out he saw the chick dressed as Emma Frost stand with a look of cold fury on her face. He followed her gaze and saw that she was glaring at where that slutty catholic school girl was now making out with Darth Vader. However before he had a chance to wonder just what was going on everything went black.

* * *

**Sunnydale High School**

Giles and Jenny Calendar sat in his office chatting and sipping from cups of proper tea that he had brewed. As they discussed the random events of their lives and got to know each other better he couldn't help wondering why the mark of Eyghon on his arm kept itching randomly. Whatever it indicated, he was sure it would be nothing good.

* * *

**Snyder's Office**

Snyder, the little troll of a high school Principal, and Mayor Wilkins' inside man at the High School, sat in his office drinking a glass of scotch as he looked out his window at the groups of student 'volunteers' and their young charges that were beginning to return. Tonight had been a good, if petty, revenge against all the disobedient miscreants at the school. He'd even managed to assign that wretched Slayer Summers the most unruly group of kids to deal with.

Smiling he took a drink of his scotch…and then dropped his glass to the ground staring in shock out the window.

* * *

**Sunnydale Sewers**

Spike was practically vibrating with excitement. Night had already fallen but there was still no sign of the Slayer weakening. His scouts were tracking the Slayer several blocks away, while he and the bulk of his little hunting force waited patiently in a large sewer for the signs Drusilla had predicted.

_Green the sky of Chaos is, Chaos will reign upon the land, and the Slayer shall lose her way._

Well the sky was dark and had given no indication that it was going to turn green, and the second part could mean anything.

Spike sighed and lit another cigarette.

Then the screams began.

* * *

**Sunnydale Streets**

Xander smiled behind the golden mask of his costume. He, Buffy and Willow had been escorting their squad of little ankle biters for the last hour and a half and they had amassed quite a haul. They had just decided to turn back and take another route back towards the high school (thus allowing them to garner even more loot on the return trip) and had just managed to convince the kids to turn around.

"You know Willow," Xander began. "I always love your ghost costume, but don't you ever want to try something different?"

"Yeah Wills" Buffy added "After all that trouble I went to helping you pick out a sexy costume and you go right back to using that holey sheet."

Willow sighed.

"I told you, I like being a ghost. It's safe."

Xander snorted as he realized something Buffy had said.

Turning to her he spoke.

"Holy sheet, Buffy? Does that mean that if a vampire attacked Willow it'd get burned by her sheet? The new defensive item from your local church, the Holy Sheet. Available in Twin, Kind and Queen sizes."

Buffy and several of the kids laughed at Xander's joke while Willow fumed. Then everything went black.

* * *

**Backroom of "Ethan's"**

In the dark candle-lit room the robed priest of Janus continued to chant before the bust of his god set upon the altar. The eyes of the two-faced god were glowing a bright green and a green aura was pulsing around the bust.

"Great Janus, Lord of Chaos, your faithful servant beseeches you. Let thy will be done, change their forms and let Chaos reign."

The energy around the bust pulsed one last time and then for a single endless moment everything in the room stilled. The energy floated in rings around the bust. The flames of the candles stood frozen as if time itself had stopped. The man watched the bust intently, only the tiny shifts of his eyes revealing that time had not in fact stopped.

Then suddenly the energy surrounding the bust collapsed into it and the candles went out bathing the room in darkness. A moment later a massive wave of green energy burst forth from the bust, spreading out and passing through the floor, ceiling and walls of the room. The wave left behind the faintly glowing eyes of the bust on the altar, and had somehow relit each candle with flames the same green color as the glowing eyes.

In the dimly and now green lit back room the priest of Janus through his head back and began to laugh.

* * *

**Unknown Time, Unknown Place**

"It has begun, dear sister. They have been brought forth."

"Indeed, dear brother. Today, it begins."

* * *

**AN:** Welcome to the start of a new major project, and thank you for reading the first issue. For those that didn't figure it out from the subject matter and the formatting of the title, I am structuring the story thematically and in physical structure based off the comics of my youth and the material upon which it is based. As such, every chapter on this site is to be considered an individual 'issue' of a the comic, and each part of the storyline will be collected into volumes which will be posted as individual stories here on the site. There will likely be one-shot issues published separately here, and you should know that not all of the stories are going to be titled Rise of the Ultimates, so be aware of that when we finally move beyond the first set of major story arcs. I will also be posting this series on tthfanfic dot org. I will likely post chapters there first 90% of the time for this project, so you can add me there if you wish to be updated as soon as possible. For those not familiar with the site, its very good for buffy universe fics and crossovers. My penname there is simply Zaion, so go ahead and add my stories to your list if you wish. I will NOT be posting any of my pre-existing fics there, and it will only receive my buffy verse crossovers (meaning that ffnet is the only place I will post Way of the Jedi).

I know I've been bad about updating and writing the past few years, life has been pretty hectic, and for a long while I had difficulty getting my muse going to actually write stories (even though I could craft the bones of massive epic stories with ease). For those who read the first chapter of Way of the Jedi, don't fear its not abandoned. I've just had serious trouble finishing the chapter which is already longer than the first chapter. I hope to finally finish it and post chapter two sometime in June, though no promises on when the next chapter of it will be written, as Rise of the Ultimates will be my primary story project for the next year or so. With that said, I'll make this covenant with you. If you my readers continue to review, and particularly if you actually give constructive criticism, advice etc, I will endeavour to complete and publish here one issue a week. Ideally I will manage to write MORE than that each week, but by only publishing one a week I hope to be able to build up a surplus. This does not mean that I won't sometimes post multiple chapters per week.

That said, this project is NOT mine alone. My good friend Colius has been instrumental in developing the storyline and concept, and its only the fact that I'm the better writer that leads me to be the one to do 90% of the writing. On the posting of several of my ideas recently many of you have thanked me or said you liked it, but very few of you thanked Colius despite my effort to put in the author notes that he was my cowriter and designer. He is as important as I am in crafting these ideas, and if anyone can be said to be the one who keeps the pressure on me now to keep my writing going its him. So please remember to thank him, as he'll be the one ensuring I have an issue ready to publish at least once a week.

-Welcome, to the Rise of the Ultimates. Hang on, cuz it's gonna be a bumpy ride.

**A Message from Elf King Colius: **Hey everyone this has taken awhile for us to make but I think we have done a good job of it. The idea was really mixed up at the start but between the two of us we brougth order to it. We had about ten different options we where looking at at the start of how it could go but we felt that this was the best path to take. I hope you all enjoy this as much as we did making it. I myself tried to make the characters that I did most of the work on as good as I could before we started writing. I tried to make sure that the spirit of the chars was the right one but only you all can really say if we did it right. Well I think I have said everything I can on this so all I can say now is enjoy. This is the Elven King C sighing off.


	2. Issue Two: Chaos Reigns

Disclaimer: I own none of the characters or series presented or referenced herein, including but not limited to Buffy the Vampire Slayer, Angel the Series, Star Wars, DC Comics, Marvel Comics, or their assorted comics, cartoons, movies and games. This story is written for fun and the enjoyment of all and is not for profit. It is only allowed to be posted on fanfiction dot net and tthfanfic dot org. If you find this series on another site please report it to me so I may ask for it to be removed. If anyone wishes to have it reposted on another site in my name please ask my permission before doing so.

_italics_= thoughts

* * *

Rise of the Ultimates Volume 1: Origins

Volume 1, Issue 2

"Chaos Reigns"

* * *

**Sunnydale Streets**

Chaos was everywhere. Half of the trick or treaters had suddenly collapsed, only to get back up as little monsters. Whatever costume they had been wearing they had been transformed into courtesy of the Janus priest's spell.

In the midst of this chaos three young adults lay unconscious on the ground, momentarily ignored by the creatures around them.

After several long moments a groan echoed out from the red and gold metal man who lay sprawled on his back.

"Ugh, did you catch the number of that bus JARVIS?"

Inside the suit Tony Stark tried to sit up as he fought off the headache caused by being rendered unconscious. Unfortunately his suit had no power so he just lay there pinned in the dark.

Something felt off but he couldn't put his finger on it.

"JARVIS?"

Silence and darkness reigned within the suit for an interminable moment before Tony felt the arc reactor in the suit come back online. He waited and a few moments later the external video feed and internal heads up display both came up. The display showed the suit going through a startup system check and he let out a sigh of relief as all systems came back green.

So why did something not feel right?

"JARVIS?"

There was another long moment before Tony finally got a response.

"Sir, I must regretfully report that my memory systems may have been damaged. I have no record of how we got here or even where we are for that matter."

Tony clicked his tongue as he got to his feet, scanning around him for any threats of familiar land marks.

"Begin scans of airwaves. Hack into the internet if you can find an access point. I want to know what's going on here."

"Certainly sir."

Tony continued to look around, noticing two unconscious girls on the ground near him. One was wearing a sheet; the other was dressed like a 17th or 18th century noblewoman.

Why did he keep feeling like he was missing something?

He was about to move over to check on the two girls when a third girl appeared to stand up from the sheet covered form of the first girl. A quick glance revealed that the slightly see-through girl standing appeared to be wearing the same outfit as the girl was wearing under the sheet.

"Sir, I'm detecting etheric energy readings from the life form before you. It is likely that she can phase through solid matter."

"Thank you JARVIS, I'll keep that under advisement." Tony replied inside the suit as he assessed the clearly panicking and insubstantial teenage girl.

A few moments later she turned around and saw him. Her eyes widened in relief.

"Oh my god Xander what's going on? Am I dead? Is that my body on the ground there? Why is Buffy on the ground? Is she dead too? Please tell me I'm not dead Xander." The girl babbled out almost too fast to comprehend.

Tony blinked as he tried to parse the stream of teenage girl babble before finally understanding what the ghostly redhead was saying.

"I'm sorry Miss but you have me mistaken for someone else. My name is Ironman, not Xander."

The girl blinked before launching into another stream of babble.

"Quit joking around Xander. You can stop pretending to be Tony Stark now. Something very bad is going on and we've got to fix it."

"Sir, initial scans of the area are complete. I've detected an energy field permeating the surrounding area with an 89% match to something from my records. I've also determined that it seems to be not affecting the normal humans being chased by the monsters, while being concentrated on the monsters, the two girls before us…and us Sir.

Tony didn't take his eyes off the ghostly girl in front of him as he processed what JARVIS had said.

"What does this energy field match exactly?"

"It is an 89% match to the chaos magic utilized by Scarlet Witch. To be precise, it is most similar to the energy produced when she transforms one object into another."

"Are you saying that Wanda did this?" He asked worriedly. His teammate had never been the most stable member of the Avengers.

"No Sir. The energy is lacking her unique signature. However the nature would indicate that all those affected have undergone a transformation of some kind. There is also another anomaly Sir."

Before Tony could ask JARVIS to elaborate the blond in the fancy dress sat up, opened her eyes, and screamed.

Stark spun around and opened his palms. As soon as he registered the tall, hairy growling beast barreling down on them he released a low level Repulsor blast, throwing the creature back at least ten feet. A moment later the beast scrambled to its feet and turned tail, whining as it ran away.

With a satisfied smile Tony shut down his palm repulsors and turned back to the two girls.

"Oh brave sir knight; you surely saved us from that horrid beast. Pray, please remove your helmet so that I may reward your valor." The blond simpered as she sidled up to him.

Behind the golden mask of Ironman Tony Stark blinked.

"Sir, I should inform you that she is infused with the same energy as we are…and that scans indicate she is underage."

Inside his suit Tony let out a sigh of relief at being given an excuse. For some reason the thought of kissing the blond, no matter how cute, had disturbed something deep down inside of him.

"I am sorry Miss, but I cannot remove my helmet while I am on duty. It is part of the vow I took when I put on the suit."

The blond flushed and fanned herself with her fan.

"Oh my, how gallant you are, so dedicated to your duty."

Tony resisted the urge to groan.

"Great, first Xander and now Buffy. Is everyone in Sunnydale going crazy?"

The redhead's voice brought Tony back to the matter at hand.

"I don't believe so Miss. I've detected an energy field that appears to be affecting only those who have been transformed by it. Yes-" He added, forestalling the redhead's obvious questions. "Indicators are that we have been transformed by this energy field as well. We can investigate further, but it would be advisable to seek a defensible position first. Is there anywhere nearby that we can use?"

The redhead thought for a moment before replying.

"Buffy's house is nearby. We should be safe there."

"Very well then." Tony replied as he bent down and lifted the unconscious body of the redhead into his arms. "Lead the way. My lady,"

He turned his gaze to the blond noblewoman.

"Please remain close. It is dangerous out and I would not see you harmed."

Tony tried his best to ignore the flirty looks the blond was sending his way as he followed the redhead off down the street.

* * *

**Sunnydale Sewers**

Spike grinned as the green wave washed over the city and the chaos began. Dru had been right; the sky did look kind of green now.

"Come on you wankers." He cried. "Let's go bag us a Slayer."

As he led his minions out into the night his grin never left his face. The sounds of screams were just an appetizer to the main course he intended to serve up tonight.

* * *

**Summers' Residence**

Tony was silent as he set the redhead-

_Willow, her name is Willow. What kind of new-agers were her parents to name her Willow anyway?_

-down on a couch in the living room. He was thinking on what JARVIS had informed him of on the walk over to this house.

_There is no shrapnel in my chest. No arc reactor. No electromagnet keeping me alive. No synthetic nervous system. This body is not my own._

Tony shook his head to clear it.

_I've experienced stranger._

He turned to face the ghostly form of the redhead.

"Ok, now listen up. Here is what JARVIS - that's my suit's AI by the way - has determined. There is an energy field sitting over this town currently. It appears to touch only those people who have apparently been transformed. Due to its similarity to another form of energy that we have analyzed in the past, one keyed specifically for transforming objects or beings into something else, it is a safe bet to say that this energy field is the cause of these transformations and our current situation. JARVIS has compared intensity scans of the energy field with a map of the city and determined that the energy field is centered on a shop belonging to a man named Ethan Rayne. This means that the source of what is very obviously a magic spell is almost certainly within that shop. Now, magic is NOT my strong suit, so do either of you know anyone who can help?"

The redhead nodded despite the shock plain on her face. The blond just looked confused, and a bit pouty that Tony hadn't been responding to her advances.

"Yeah, Giles should be able to help. He's, um, he's our librarian, but he knows a thing or two about magic as well."

"Alright" Tony replied. "As you are the only one of us who is untouchable and knows where he is I'll leave it to you to go find him and get him to stop the spell!"

Tony spun around with a yell and raised his palms towards the kitchen, repulsors glowing and ready to fire. The pale, dark haired man in his line of fire immediately stopped moving and raised his hands in surrender.

"Whoa Harris, easy there. Willow, Buffy, what's going on? The whole town has gone crazy."

Tony looked towards Willow.

"This is Angel. He's a friend."

"My scans indicate he is a reanimated corpse, most likely some form of vampire." Tony replied coldly.

Willow shrugged sheepishly.

"He has a soul? Please Xa-Tony, trust me. He's a good guy."

Tony thought for a moment before deactivating his weapons.

"Very well. Angel, is it? Are you a male stripper or something? No, don't answer that." He said as he walked over to where Joyce's laptop sat on a table and attached a small device to it. "Willow here is going to go get help to end the spell affecting the town. You and I are going to remain here and guard the lady."

Tony's voice was commanding and brooked no argument.

"Harris. I don't know what's gotten into you bu-"

"Stop right there Deadboy. My name is Tony Stark, not Harris. As near as I can tell a spell has transformed part of the populace of this town into their costumes. Better get going red."

This last comment he addressed to Willow. With a blush the redheaded ghost turned and ran out through the front door, off to find Giles and tell him what's going on.  
Tony turned his gaze back to Angel.

"Therefore we are going to sit tight until Red can get the spell stopped, and not put the life of this innocent lady at risk."

Tony noticed the way the blond was drooling over the walking corpse.

_Just how stupid is this girl?_

"Fine Harris, but I'm not taking orders from you."

Tony snorted and returned to fiddling with the device attached to Joyce's computer.

"Whatever Deadboy, just keep a lookout for any-"

The kitchen door slammed open with a bang.

"Never mind. Keep her safe Deadboy, I'll deal with this."

Tony stepped into the kitchen and stared down the first of the invading demons.

"Sir, I am detecting no trace of the energy field on these creatures."

Tony smirked and raised his hands, bringing his weapon systems on line.

"Good. I could use the target practice."

* * *

**Outside the Summers' Residence, Spike's POV**

The shit had hit the proverbial fan and Spike was panicking.

Everything had been going according to plan, his scouts had tracked the Slayer back to her house, she did indeed appear to have become weak and helpless, and the only people in the house with her were that bloody Harris boy wearing some sort of costume and his Sire, Angelus.

Spike had snorted and spread his forces out, sending several of the demons to attack the front door while most of the vampires remained waiting in the back with him. The plan was for the demons, who needed no invitation to enter a human dwelling, to drive the Slayer out through the back of the house and into the waiting arms of Spike and his brood. But then one of the Vorlocks had to get impatient and break down the kitchen door in the rear.

For a few moments Spike thought that everything was still going to work. He could hear the windows at the front of the house shatter as the demons on that side entered sans door; he could hear the high pitched scream of a voice that could only be the Slayer's. And then the night lit up and everything went to hell, and not the fun kind with torturing innocent teenagers and where kittens were currency in poker games. The bad kind of hell where vampires get turned into vacuum fodder.

Spike had stood stunned for all of three seconds before he realized that the red beams being fired by the metal man walking out of the house were dusting his minions left and right. He had turned and fled into the dark knight, followed by four of the smartest of his brood and the one surviving demon. He was about to consider the entire night a bust when he heard the Slayer scream again and saw her streak ahead of him across the mouth of the alley. Apparently his plan had managed to flush out his prey after all. With an evil grin he began to pursue her, not even considering that he had nearly met the fate Drusilla had warned about and that pursuing the Slayer would mean tempting that fate once more.

* * *

**Summers' Residence**

Stark smiled as he lowered his hands, deactivating his weapons. The back yard before him was now filled with piles of dust and dissolving demon corpses.

"Vampire flambé. Not very appetizing, but probably makes good fertilizer."

Stark turned and walked back into the house. His mood soured as soon as he stepped into the living room. Willow was still unconscious on the couch, and there was a demon turning to goop in the corner of the room. Angel was crawling out from a crater in the wall where the demon had obviously thrown him before Angel managed to drive a stake through the creature's eye socket. But of Buffy there was no sign, and the front door was wide open.

"Ok Deadboy, which part of stay here and protect the lady didn't you understand?"

Angel looked up at him with a glare as he dusted plaster off his black jacket.

"I was trying to do just that, but when I vamped out to deal with that demon she freaked and ran screaming out into the street."

"Sir." JARVIS interrupted. "Scans of the police frequencies are reporting an incident that I think you should be aware of. Officers on scene have just reported to dispatch that a man with metal blades coming out of his hands has been causing some serious damage near a club called the Bronze. The description of the man matches that of Wolverine."

"Great." Stark replied internally. "Another Avenger, and likely to kill somebody if I don't stop him."

"Ok Deadboy, here is what we are going to do. You are going to go after her and keep that stupid blond from getting herself killed, while I am going to head to the Bronze and stop my pal from killing someone innocent."

Stark removed an orb from a socket in his armor and tossed it to Angel.

"If you get in trouble push the button and toss this into the air. Then duck and cover. It'd be a shame for you to get dusted along with the rest of these bloodsuckers."

With that said Tony stepped out the front door, activated his repulsors and shot into the air, JARVIS providing navigation directions to the Bronze.

"Hold on Logan, old buddy, I'm coming."

* * *

**Sunnydale High School Library**

"Giles!" Willow yelled as she ran into the library through the outside wall. "Giles we need your help!"

Giles stepped back from Jenny Calendar sputtering at the interruption. Jenny in turned blushed as Willow stopped dead staring at them, blushing herself.

"Uh, Willow, what do you mean you need help? Halloween is supposed to be a quiet night for demonic activity." He said, nervously cleaning his glasses.

"Someone cast a spell and it turned everyone into their costumes, only it only seems to be affecting some of the people. Ton- I mean, the person Xander turned into said there is an energy field that seems to be the cause and its radiating out from that new costume shop. He said it's owned by somebody called Ethan Rayne."

"Ethan Rayne?" Giles interrupted Willow. "Did you just say that this shop is owned by Ethan Rayne?"

Giles felt a knot in the pit of his stomach as he realized why the Mark of Eyghon had been itching all day.

Willow nodded rapidly.

"That's what he said."

Giles turned and took a breath. When he opened his eyes it was Ripper, not Rupert Giles, looking out and evaluating the weapons stored in the book cage.

"Willow, I want you to stay with Jenny, help keep her safe if you can. I'm going to go deal with this Ethan and set things right."

Giles let a surprised Willow behind as he slipped several stakes, a crossbow, and half a dozen knives into his coat and marched out of the library.

Ripper had a score to settle.

* * *

**Inside the Bronze, Wolverine's POV**

Wolverine awoke with a massive headache to a crowded, chaotic, screaming club of some kind. As he pulled himself to his feet he began to take stock of his situation. He was sitting on a stage with a guitar on the floor beside him. A quick glance revealed that about half the club's occupants were screaming teenagers wearing costumes, and the other half appeared to be monsters of some sort. As he took stock of the situation his rage began to build.

_Where the fuck am I?_

He did not recognize the location. It was nowhere he had ever been before, although based on the accents of the screaming teenagers it was likely somewhere in Southern California. That is, assuming this all wasn't just a virtual reality simulation or some telepath's trick.

Taking stock of his body he realized that he could feel the itching associated with healing a scar. In fact, he could feel a number of scars and three once-broken bones healing.

That meant that wherever he was he had been held unconscious for a significant amount of time with his mutant abilities suppressed.  
Wolverine blinked as the Wookie Chewbacca from a movie he had watched with the kids at the Institute last week threw what appeared to be Darth Vader across the room and over the bar.

_Just what in the hell is going on here?_

Suddenly he spotted a familiar helmet and magenta cape exiting the building ahead of the rush of scared teenagers.

_It's him!_

With a snarl Wolverine leapt off the stage over the crowd and pursued who he was certain must be behind this situation, pushing his way through the scared teenagers and knocking a few of the strange creatures unconscious along the way.

Rushing outside he extended his senses and looked around. He saw that he was on a fairly typical American street. He saw two cop cars stopped on the street, four officers desperately trying to calm the panicking populace. He saw monsters and ghouls in miniature chasing around screaming adults, along with the fleeing teenagers from inside the club. A quick glance behind him revealed the location he had awoken in to be called "The Bronze." Wolverine filed this away for the future and then refocused on scanning the skies and crowd. He saw no sign of the Master of Magnetism rising above the crowd anywhere, which he found to be odd.

Then he caught sight of his prey.

"Magneto!" He yelled as he dashed forward and leapt over a group of panicked teenagers, claws extended from his right hand.

As he landed he grabbed the master of magnetism by the shoulder, spinning him around and holding him in place as he brought the tips of his claws to his target's throat and froze.

Whoever this kid was wearing the outfit of Magneto, he certainly wasn't the Master of Magnetism. Wolverine was staring into the pimple ridden face of a black teenager who promptly passed out at the sight of his extended claws.

Wolverine snarled and dropped the kid to the ground.

_What the hell was going on here?_

"Freeze! Put your hands in the air!"

Wolverine turned and snarled. Two of the cops were now facing him with guns drawn and aimed right at them. He snarled at them.

"You're making a mistake, bub. Lower the guns and tell me what's going on here."

One of the cops grit his teeth before replying.

"I SAID FREEZE! NOW DROP THE KNIVES!"

Wolverine was about to reply that he couldn't do so when a large green object dropped out of the sky.

"Hulk SMASH!"

The two unfortunate cops were crushed into the ground under the feet of a figure very familiar to Wolverine. One of their name badges skittered across the ground to land at Wolverine's feet but he didn't dare take his eyes off of the figure before him.

"Hulk!" He yelled.

The green rage monster looked at him and grinned.

"Hulk is strongest there is. Hulk save puny man. Puny man owe Hulk a favor."

Wolverine let out a sigh of relief that the Hulk was not apparently looking for a fight with him. Suddenly bullets began to ping off of the Hulk's hardened skin. The Hulk immediately got enraged and turned to roar down the street. Wolverine followed his gaze and saw six cops armed in riot gear firing desperately at the Hulk.

_Those idiots._ He groaned.

"HULK IS STRONGEST THERE IS!" The Hulk roared in defiance before leaping through the air, landing on top of the police truck beside the cops and crushing it nearly flat.

As Wolverine watched the Hulk start to tear through the police he glanced down at the badge at his feet.

"Stein" the badge read.

He glanced over to the two craters in the pavement where the two bodies of the dead cops lay broken and bloody. Normal humans were not meant to go up against the likes of the Hulk. He stared at the bodies for several minutes before shaking himself back to the moment at hand. With a sigh he turned and prepared to walk the opposite way when he heard the familiar sound of Repulsor thrusters in the air. A moment later a familiar friend and ally landed before him.

"Hello Logan. Hell of a place to wake up isn't it?" Iron Man asked, Stark's sarcastic wit evident in his voice. "Guess the last thing you expected to see when you went to sleep was the green face of ugly over there."

Wolverine growled.

"What the hell is going on here Stark?" He yelled out at the man. His answer however did not come from the metal-suited Avenger before him.

"We appear to have been summoned by some sort of spell and overlaid upon innocent teenagers." A cold, cultured female voice echoed out into the night. Both Wolverine and Stark turned, surprised at the presence of the speaker.

"Frost." Wolverine bit out coldly as he faced her.

Out of the shadows of the side alley to the Bronze stepped a blond woman, her outfit pure white and leaving little to the imagination. Wolverine could tell immediately that something was wrong, because while the outfit was right, the body wearing it was clearly not Emma Frost.

"The one and only…so to speak."

* * *

**Mayor's Office**

Mayor Richard Wilkins the Third sat in his leather desk chair and watched the chaos through the window, a smile on his face as he sipped a lovely pinot noir from the Napa Valley.

"You see Finch; this is how useful an ally that witch boy can be. Thanks to him we get to have all this fun without any worry that the capes will detect it and come to investigate. I am too close to completing my plans to risk their interference. One more year, Finch, one more year and we can begin the final preparations for my Ascension."

The Mayor stood up and turned around, a smile on his face.

"So, who's up for pizza?"

Finch stood silently against the wall as the two ugly creatures burped. There was no trace of the three convicts left in the room, and no sign of blood in the carpets or on the furniture. These things always disturbed Finch. Not because they ate bodies, but because they always seemed to be so CLEAN afterwards.

* * *

**Snyder's Office**

Inside the Principal's office Snyder hid himself under his desk and desperately drank the bottle of twenty year old highland scotch he kept hidden in his desk. He knew what this town was, he operated under orders from the Mayor, but even he knew to be afraid when chaos truly reigned on this town.

And if he truly admitted it to himself, he was worried that one of the creatures out there might be one of his students, and that they might remember enough of their dislike or hatred for him to come after him before the night was up.

Snyder never even realized how much he resembled a troll hiding under that desk.

* * *

**Inside the Bronze, Emma's POV**

Emma sat up from the ground, rubbing her head as she fought off a headache. There was a cacophony surrounding her, but within moments she had managed to reign in her psychic abilities, thus leaving only the audible sound to distract her. Looking around her she saw that she was sitting in the middle of a club of some kind, one that had apparently gone crazy. A quick scan with her powers revealed from surface thoughts that apparently have the club's occupants had just collapsed about a minute ago before waking back up as whatever creature or being they had been dressed as. Or that was what she managed to glean from the cacophony of panicked thoughts she gathered from the hormone addled teenage minds surrounding her.

_I wonder…_

With a brief scan to be sure nothing had her in its sights she focused her powers inward. Immediately she discovered that her mind currently existed overlaid upon the psyche of a young teenage girl. The more she explored the more she discovered a surprisingly fragile young woman, one who had built up an iron strength but who's home life had left her brittle and alone. No matter how many followers she surrounded herself with, she'd never found true friends or acceptance, forced to hide away who she was deep inside. Emma was flattered when she discovered within the young girl's mind the reason why she had dressed as the White Queen this evening.

As Emma got to her feet she began to consider the viability of leaving behind a psychic echo to aid this child in achieving her potential. She reminded her of her own daughters, the Cuckoos, and Emma would be damned if she would abandon this child, even if her presence in her life was confined to a single night. Only magic could have achieved this kind of effect and that meant that it would surely be undone at some point.

Glancing around she caught sight of what looked like a Wookie from the movie Star Wars throw an apparent Darth Vader into a wall. She also caught sight of several panicking teens all dressed like members of the X-Men, and one angry, snarling Wolverine leaping over the crowd of panicked teenagers and pushing his way out the front door.

_Wolverine!_

Even though she knew that they had just been overlaid upon these innocents, she knew that Wolverine in this situation would be a bad thing. Sighing she turned and quickly escaped the chaos, pushing her way out through a side door that she discovered exited into a side alley. Once there she paused to catch her breath and began to build the psychic structure that would ensure she could leave her knowledge and skills, if not her mutant abilities, behind to her current host whenever the spell holding her here should end. A minute later she heard a loud roar of "Hulk Smash!" echo down the alley from the street. With a sigh she walked to the edge of the alley, remaining hidden in the shadows and watched the growing confrontation between the cops and the Hulk for a few minutes, watching as Wolverine stares at the bodies of the first two dead cops in introspection. She was about to turn and walk away when Iron Man dropped out of the sky, landing in front of Wolverine.

"Hello Logan. Hell of a place to wake up isn't it?" Iron Man asked, Stark's sarcastic wit evident in his voice. "Guess the last thing you expected to see when you went to sleep was the green face of ugly over there."

Emma watched as Wolverine growled and tensed up.

"What the hell is going on here Stark?" Wolverine yelled.

Emma decided it was time to add her two cents to this discussion.

"We appear to have been summoned by some sort of spell and overlaid upon innocent teenagers." She said firmly as she began to step forward. Both Wolverine and Stark turned, surprised at the sight of her.

"Frost." Wolverine bit out coldly as he faced her.

She smiled coldly as she stepped out of the shadows.

"The one and only…so to speak."

Turning to face Stark directly she continued speaking.

"I've been reading the minds of those around here since I woke up, Tony. It appears that some sort of spell has transferred our minds and apparently our abilities into the bodies of teenagers here. I'm not entirely sure how, but magic like this tends to be unstable, and lasts only for a limited time."

Iron Man nodded in response.

"I've already determined something similar. I've already tasked some locals who apparently know about magic with stopping the spell."

Wolverine growled.

"What the hell are you two talking about?"

Emma returned her gaze to Logan.

"Basically, Logan, go look in a mirror."

Wolverine growled and stalked over to a van parked at the entrance to the alley, looking in the side view mirror. He stepped back in shock as he realized that while familiar looking, it was not his face staring back at him.

"Understand now, Logan?" Emma asked with a faint smirk in her voice.

Logan growled and clenched his fists as he turned back to face her but he nodded his head.

"Ok, so we inhabit bodies that aren't our own. And bub here has set things in motion to get us back home. So what does that mean for us now?"

It was Stark who spoke up before Emma could reply to Wolverine's question.

"Now, we get the both of you somewhere secure and we wait for the spell to end."

Behind his mask Tony smirked.

"And while we do that, we try to build a device to help us leave a little something behind to help these kids once we are gone. I've had JARVIS scanning the internet and broadcast frequencies since we got here. This world has heroes and villains of its own, super powered beings of great potential. Any edge we leave these kids could mean the matter of life or death for them in the future."

Emma was about to reply when a female voice she didn't recognize, attached to a psyche that seemed hazy and almost as if it was out of phase, interrupted.

"Tony! I told Giles! He and Jenny are on their way to stop the spell as we speak!"

Iron Man turned back to his two mutant allies.

"Well, we don't have any time to waste now do we?"

"And how are we supposed to get to this secure location, bub?" Wolverine asked as he stalked forward. Behind him there was a faint jingling on the ground. Emma smirked.

"Maybe we use those keys that just dropped out of your pocket and take the van here that they go to?"

Wolverine growled and picked the keys up off the alley floor, turning towards the van to see if she was right about them going to the van.

"I'm too old for this shit." He muttered to himself as the keys unlocked the driver's side door to the van.

Slipping in behind the wheel he yelled out.

"Everybody get in. We don't have time to waste."

Emma smirked and confidently strode around to the passenger side before sliding in beside Logan. Stark meanwhile opened the back and climbed inside, immediately beginning to take off part of his suit.

"Emma, take the directions out of my head. Logan, drive. I'm going to stark constructing the device."

With a growl Wolverine started the engine and drove out of the alley, leaving a bewildered and ghostly Willow behind to wonder just what they were going to do.

* * *

**Abandoned Warehouse**

Things are not looking good. Angel thought as two of Spike's surviving minions held his arms behind him. He watched with anger as Spike stalked around the panicking figure of Buffy Summers.

"Well Angelus, isn't this just great. You took my love from me, all those years ago. So now I'm going to take yours. I'm going to drink her blood, turn her into a vampire and twist her just like you twisted Dru. How does that sound to you, Hair Gel?" He asked with a smirk as he prepared to grab Buffy and bite into her neck.

Angel's rage and desperation gave him strength and he broke free from his captors. He pressed a button on a small orb and tossed it into the air before with a surprising burst of speed he dashed forward and pushed Buffy to the ground, wrapping them both under his black leather coat.

"Go to hell Spike!" He yelled just as the orb lit off.

The red and gold orb suddenly fired off a series of red Repulsor lasers, each one accurately beheading one of Spike's minions. The lasers fired for only a second before ending, leaving the room silent and leaving all the demons and vampires as goo or dust save for Spike who stood staring in shock at where his Sire's sire lay unharmed under his coat, protecting that damned Slayer.

"Well this sucks." Spike said, just before his head fell off his body and he turned to dust.

* * *

**Spike's Crypt**

The dark silence of Spike's crypt was ended by the pained screaming of his lover Drusilla. She screamed so loud she tore her vocal chords to shred, tears of blood streaming down her face. In a moment of lucidity she screamed out a promise.

"I swear, even if it takes the complete dissolution of my immortal soul, I will find a way to destroy you completely Slayer! YOU WILL PAY FOR THE DEATH OF MY WILLIAM!"

* * *

**Summers' Residence**

Wolverine let out a sigh as he turned off the engine of the van. They were now parked in the garage of a two-story suburban home that Tony had directed them to and said would be safe.

"Ok bub, what now?" He asked as he leant back in his seat, wishing he had a cigar or some whiskey to drink right then.

Tony grunted as he opened the rear of the van. His suit was half disassembled in the back of the van and during the short ride to this house he had somehow gathered several of the components together into some sort of semi-pyramidal structure with the suit's arc reactor at its core.

"Now we get this into position, Emma goes inside and grabs the laptop from the living room, and we finish this device. And we pray that the spell doesn't end before we finish it." Stark said as he hopped out of van and pulled the device to the edge. "Logan, mind giving me a hand with this?"

Logan grunted and got out of the van, stalking to the back and taking hold of one side of the device. As he pulled it out and helped Tony carry it to the center of the garage he smiled. Emma had returned from inside the house carrying a laptop with what was obviously a piece of Stark's hardware attached to it and a bottle of scotch with three glasses.

Emma smirked at him.

"Figured we could all use a drink." She said as she joined them in the middle of the garage.

Logan grunted his approval and gladly took a glass from Emma as she poured. Tony sat down and opened the laptop, connecting it to the device he built and typing away rapidly.

"JARVIS, interface the readings we took with the device and adjust the frequency modulator in the Repulsor units." He said, absentmindedly taking a glass of scotch from Emma and downing it in one shot. "Inform me once the settings are synced."

"As you wish Sir." JARVIS replied as Stark continued to tap away at the keys on the laptop.

Emma sat beside him and sipped her own scotch languidly, using it as a focus as she extended her abilities to touch the minds of her two companions.

_Go ahead Emma._ Tony's directed thoughts surprised her. She hadn't expected him to sense her touching his mind. _I trust you Emma. After all, this is what we are trying to do, and a backup in case my plan fails is always welcome._

Emma looked across at him, meeting Stark's eyes for a long moment when he looked up to meet her gaze before returning to his typing.

With a slight nod she reached into his head and began to gather his memories, his experiences and skills, the raw unrestrained genius and talent that made him who he was, and began to shape it into a psychic bundle to be left behind and downloaded into the brain of the young man he was hosted by.

_Alexander…the Defender of Man…an apt name for one who is about to be given such a gift. Use it wisely young man, use it well and make us proud._ Emma thought as she shaped the memory bubble.

When she finished with Tony she turned her focus to Logan and began to repeat the process.

* * *

**Backroom of "Ethan's"**

Ethan Rayne laughed maniacally as the man called Ripper continued to pummeling him. In between blows Ripper shouted at Ethan to tell him how to break the spell, but Ethan was having too much fun. He had never imagined just how much chaos would be unleashed by his spell.

Finally Ripper's blows lessened and Ethan spat out a tooth, grinning at him.

"I'll never tell you, Giles. The chaos will run its course, and your precious town will be destroyed."

Ripper stepped back, his glare murderous.

Jenny didn't even give either a chance to say anything further. She stepped forward and stomped on Ethan's right hand, hard, breaking most of the bones in his hand as she ground it into the ground.

"Tell us now Ethan, or I promise, you won't be given a quick death. I'll torture you into oblivion before dissolving you into a vat of acid. Vengeance is an art for my people."

With that said she withdrew a small symbol on a chain from around her neck. Ethan paled immediately upon seeing the symbol and began to scream that the key to breaking the spell was to destroy the bust of Janus.

Jenny left the sobbing chaos priest on the ground and grabbed the bust. With one last look of anger at the man she slammed the bust into the altar, breaking it. Immediately a wave of green energy was released, pulsing out over the town.

* * *

**Summers' Residence Garage**

"Well," Tony said closing the laptop and setting it aside. "That's that. The device is primed and ready, now we just have to wait for the spell to end and pray it works."

Logan snorted and downed the last of his fourth glass of scotch, setting the glass aside.

"Hope this works bub, or I promise I'll track you down in hell."

Stark snorted.

"I'd love to see you try Logan. I can see it now, a death match between the two of us in the middle of Satan's throne room, the dread lord himself lying eviscerated on the floor. The two of us in hell would be a disaster. We'd probably be returned to life just to stop us from destroying hell."

Logan didn't have a chance to respond as a wave of green energy washed over them. The instant it hit the device sitting between them the energy began to warp and distort, concentrating around the trio rather than being drawn away from them as the wave passed them buy. In the midst of this a soft white glow suffused the three of them before exploding outward in a flash of light. When the light cleared none of the green energy remained and the trio lay unconscious on the floor.

All was silent for several heartbeats.

"Sir, it would appear that the device was at least partially successful. I appear to still be here and mostly intact."

JARVIS's voice echoed through the garage. After several long moments with no response the body of Alexander Harris snored loudly.

"…Leave it to you to sleep on the job, Sir. This is the last time I let you drink on the job."

* * *

**Unknown Time, Unknown Place**

"And upon a breath of heavenly grace, with beauty, brawn and brains, the Gift is given."

"Let us hope that this time it will be enough to tip the balance towards salvation."

"It will, dear brother. Have faith."

* * *

**The Watchtower**

The Flash sat in the monitoring room keeping an eye on the screens monitoring the Earth and near-Earth space for threats or dangers.

Or rather, he would have been, if he hadn't been too busy trying to best his personal record for solving a Rubik's cube. He had over three hundred of the plastic logic puzzles stacked to one side of the monitor, all completed. On the opposite side of the monitor sat a pile of at least five hundred more unsolved ones.

Suddenly the monitors beeped, reporting the detection of a strong energy spike in Southern California. However, by the time the Flash managed to turn his attention to the monitor the spike had disappeared. Staring at the screen for a few moments he shrugged his shoulders and went back to trying to best his record.

"Must have been a glitch."

* * *

**AN**: Here it is issue two, and part two of the three part arc that begins this entire universe that we are seeking to build. I hope you enjoyed it, and I hope that you enjoy our interpretation of these characters and their motivations. I had a few things about the first issue pointed out to me so rewrote a few sequences, as well as fixed where I realized that the site formatting had erased my italics. It's not neccessary to reread Issue one if you read it before I posted this chapter, but it will clarify the attitude Xander has towards Buffy and Willow.  
To quote a great man, to whom we owe so much. "Excelsior."  
**A Message from ElvenkingC**: Hey all. I hope you enjoy and as the gods say "Cry havoc and let slip the hounds of war!"


	3. Issue Three: The Hangover

Disclaimer: I own none of the characters or series presented or referenced herein, including but not limited to Buffy the Vampire Slayer, Angel the Series, Star Wars, DC Comics, Marvel Comics, or their assorted comics, cartoons, movies and games. This story is written for fun and the enjoyment of all and is not for profit. It is only allowed to be posted on fanfiction dot net and tthfanfic dot org. If you find this series on another site please report it to me so I may ask for it to be removed. If anyone wishes to have it reposted on another site in my name please ask my permission before doing so.  
_italics_= thoughts

* * *

Rise of the Ultimates Volume One: Origins Volume One, Issue Three "The Hangover"

* * *

**Summers' Garage**

Xander groaned as he woke up. His body was sore and he was laying on a hard cold surface. Sitting up he opened his eyes and looked around him.

_Where am I?_

He was in a dusty garage, morning sunlight streaming through windows set in the top of the garage door providing illumination. His costume was half off and lying nearby were two other people. One he didn't recognize, although he was dressed like Wolverine. The second he recognized after a few moments when he realized that her hair must have been dyed or something.

_Cordelia as a blonde? Now that's new._

"It is good of you finally wake, Sir. There is much to be done."

A voice Xander didn't recognize, vaguely British and with a faint hint of digitization, rang out in the garage. Blinking in surprise Xander turned towards the sound of the voice, finding a strange pyramidal device with blinking lights sitting in the middle of the garage.

"Wh-what are you?" He asked in surprise.

"I am your primary operations AI, designation JARVIS."

At the sound of the name everything began to flood back. The memories from the night before, of becoming/being possessed by an incarnation of Tony Stark, memories of a life lived as a genius, billionaire playboy, of excessive drinking to drown his insecurities and worries, of allies and enemies, of a woman more dear to him than he could ever express. Memories of pain, of pleasure, of sadness and joy.

Xander gasped in pain and shock as the memories and knowledge that had been left for him overwhelmed his mind before he passed out once more.

The garage was silent for several more minutes before the young man dressed as Wolverine sat up and put a hand to the side of his head.

"That is the last time I let you use an untested device on me Stark." He muttered as he shook his head to clear the fog. Then he blinked and looked around him before looking at the still clearly functioning device that Stark had cobbled together from pieces of his suit.

"Well this is awkward."

On the floor between the two young men Cordelia Chase continued to sleep peacefully, unbeknownst to them locked within a conversation between herself and the echo left behind by Emma Frost.

* * *

**Sunnydale Hospital**

Willow sighed as she hung the phone back up. She had called Buffy's house, and Xander's, and even Giles's, but she couldn't reach Xander anywhere. She hoped he hadn't gotten injured after he left her outside the bronze.

Sighing again she turned and began to wind her back down the hall of the Sunnydale Hospital to Buffy's room. When she had woken up last night in Joyce's living room after the spell ended she found a message on the answering machine from Angel. Buffy had apparently gotten concussion when he pushed her to the ground to save her from Spike and he had taken her to the hospital. Joyce had walked in while the message was playing and before Willow could think to look around for Xander the two had hopped into Joyce's car and gone directly to the hospital. They had been here all night, praying for Buffy to be ok.

"I told you mom I'm ok, I just tripped and hit my head."

Willow smiled as she heard Buffy's voice coming out of the room. Entering the room she found a petulant Buffy trying to fight off her mom as Joyce tried to check her to make sure she was ok.

"And I told you young lady that you are going to let me check you over to make sure there are no injuries the doctors missed."

Willow smiled at the antics between her friend and her mom. She prayed that wherever Xander was he was okay.

* * *

**Summers' Garage**

"Hey, hey wake up." Oz said as he shook Stark-

_Xander, they said last night that his name was Xander._

-awake. "That's it buddy, wake up."

Xander sat up slowly and rubbed his temples.

"Remind me never to drink like that again, alright Logan?" He grunted out as he shook his head.

'Logan' snorted and sat back, chuckling at Xander.

"The name is Oz. Daniel Osbourne. I take it from you calling me Logan that you've still got a piece of the old man shoved sideways in your brain as well?"

Xander grunted as he nodded his head.

"That would be an affirmative. I feel like I've been on a three day vodka bender, and I've never even tried vodka before. How the hell do I know what that would feel like?"

Oz grunted and shrugged.

"It's all still a little fuzzy to me, I mean trying to understand the memories of last night with several lifetimes worth of memories shoved into my head isn't easy. What I do remember though is that you, well, the Stark-you not the you-you, decided to build a device and use it to somehow alter the effects of the spell to leave their memories behind to us."

"That's not all." Cordelia said as she sat up slowly.

Both boys stared at her for a few moments waiting for her to continue as she adjusted her clothes and fixed her hair. When she was done she let out a sigh and looked straight at Xander, looking straight into his eyes.

"Emma used her powers to leave memory bubbles in each of our heads, copies of their lives and experiences just in case Stark's plan failed. The echo she left me just spent the last hour helping me anchor those bubbles and stopping them from downloading. Otherwise you'd be dealing with two copies of those lives being shoved into your heads."

Xander stared back into her eyes, surprised by the quiet confidence there and the lack of the bitchiness he had come to characterize as distinctly Cordelia.

"Wait, what did you just say?" Oz asked, not being as distracted by Cordelia's eyes as Xander was.

Cordelia smiled faintly.

"I said Emma's echo just helped me anchor those bubbles."

Oz blinked at her.

"Are you saying that you don't just have her memories, but her abilities as well?" He asked.

Cordelia blinked and cocked her head.

"Um, yes. Oz, right? I'm sorry…I caught some glimpses of your psyche while I was anchoring the bubble."

Xander paled as he realized that meant Cordelia had probably glimpsed his psyche as well. As if reading his mind, which he admitted was quite possible given the revelation she had just made, she turned to return her gaze to his. Again he found himself disappearing in her deep brown eyes.

"I'm sorry to interrupt Sir, but scans of communications indicate that the owner of this home and the humans identified as Buffy Summers and Willow Rosenberg are currently checking Buffy out of the hospital. They are likely to return here. It would be advisable to move this discussion to a more private location…unless you intend to bring them in on the secret."

Oz nearly fell over in surprise at the sound of the voice before letting out a yelp of pain as three metal blades suddenly came out of his hand. Cordelia likewise fell over in surprise and hit the side of Oz's van. Only instead of banging her head, she left a dent in the van's side panel as her entire body turned itself into glittering crystal.

Xander blinked and rubbed his head while his two new—friends he guessed was the best word—looked down at their changes in surprise.

"I think that's probably a good idea guys. It's not exactly safe to be walking around in public with foot long knives able to come out of your hands if you don't know how to control them, and I'm sure it'd completely ruin Cordelia's rep if she got spooked by a passing car and turned into diamond Barbie."

Cordelia shot Xander a mock glare before her body slowly returned to normal. Oz just grunted and withdrew the claws, watching in fascination as the wounds in the skin where they had pierced it from the inside healed up before his eyes.

Turning towards the device Xander paused before asking a question.

"So, JARVIS, you know who I am?"

"Indeed Sir. You are Alexander Lavelle Harris, heir designate to Tony Stark before his exiting this reality. Before the spell ended he left me a series of specific commands. Do you recall them Sir?"

Xander paused for a moment before repeating in a voice that was his yet not at the same time "Alpha Theta Three Three Stark Seven, Activate."

There was a series of flashes from the device before it closed itself up, becoming smaller and more compact in a pyramidal shape with red and gold paneling on the outside. It was three sided (not counting its base) and the top was flattened and held a triangular glowing panel that Xander recognized from the chest piece of the suit he had worn the night before.

"Inheritance Protocols Activated." JARVIS replied. "As designated by Anthony Stark in the case of his death or disappearance, authorization and access to all on-board databases—including all schematics and design data for Iron Tech—is hereby granted to his heir designate. I am at your service, Mr. Harris."

The trio blinked at the transformation in the device.

"That was…unexpected." Oz said after a moment.

Cordelia glanced at Xander again.

"Maybe we should take Oz's van—this is your van right? We didn't just steal someone's vehicle last night?—anyways, let's take Oz's van and go somewhere more private to discuss this further."

She looked down at her hands, watching as they turned to crystal and then back to flesh several times as she tried to get a hang of her abilities.

"I live alone in an apartment." Oz supplied. "It's got enough room, and there's a diner close by we can get some food at. I don't know about you but I'm feeling really hungry right now."

As if to emphasize his point his stomach growled, followed shortly by echoes from Xander and Cordelia.

"Agreed." Xander said quickly.

"Likewise." Cordelia said as she got to her feet.

Quickly the trio carried the device housing JARVIS into the van. Cordelia slid into the passenger side front seat while Oz got in on the driver's side. Oz noted how the shocks and his seat seemed to sag more under his weight and the weight of Xander's disassembled suit. Xander ran inside quickly to return Joyce's laptop to her living room and left a brief note before returning and hopping into the back of the van.

"Ok, let's get going." he said as he closed the side door of the van behind him.

Cordelia flashed Xander a small smile while Oz turned on the engine. He was just about to put the van in reverse when something occurred to him.

"Could someone get out and hit the garage door opener?"

Xander laughed.

* * *

**Oz's Apartment**

Forty five minutes later the trio sat in the kitchen of Oz's ground floor apartment, chowing down on the food they had picked up as takeout from the diner Oz had mentioned. Cordelia had paid for the meal, surprising Xander with her generosity before she informed him that they couldn't think well on empty stomachs and so it was in her best interests to get them both fed, before they carried it back to Oz's apartment. His parking space was directly in front of his apartment, so the trio had easily carried in the device hosting JARVIS and the remains of the suit that had not been used in its construction into the apartment, setting them in the living room.

Sitting on the table before them now was the remains of what had started out as thirty buttermilk pancakes, ten blueberry pancakes, twelve eggs (scrambled with cheese), twenty rashers of bacon and an equal count of sausage.

"So," Oz asked as he chowed down on his portion of the meal. "Am I the only one wondering why our appetites are so large this morning?"

Xander shook his head and wiped his mouth with a napkin before replying.

"I think our bodies just need to replenish spent resources and energy that were consumed in our transformation. I don't think our appetites will remain this high, but it's likely we will spend the rest of our lives with heightened metabolisms and thus heightened appetites. After all, we've all been affected by a powerful mystical force, and on top of that both of your genetics have likely been altered."

Cordelia looked at him in confusion for a moment before her abilities picked up the echo of his thoughts. Blushing, she absentmindedly twisted a strand of her now brilliant white-blond hair.

Oz nodded at Xander's explanation and went back to cutting up a stack of five pancakes liberally coated in maple syrup. The trio returned to eating in silence until they were all pretty much full.

"So…" Cordelia began, breaking the silence. "We have powers…we have the memories of people who lived at least twice as long as we have, with all their knowledge and experience and skills."

She smiled and looked at her two co-conspirators.

"The question before us is what do we do now?"

Xander glanced at Cordelia, reflecting on both his own new memories and what they told him about her, and about Emma Frost. He thought for a few moments before realizing that going off impressions and memories wasn't enough to make a decision.

"Why don't we start by just talking, by getting to know each other, to know who we really are, our motivations and dreams and desires, our likes and dislikes, our hopes and fears?"

Oz smiled and nodded agreement after a moment.

"I'm game." He said before letting out a belch.

Cordelia laughed at that, a sound that to Xander wasn't the bitchy mocking laugh he had come to expect but something richer, more real.

"Works for me."

With that the trio moved into Oz's living room and took seats around his coffee table. They spent the next four hours just talking, getting to know one another for who they really were. Oz admitted that he was always so quiet and laid back because his parents had been killed when their plane went down over the Pacific Ocean in a thunderstorm. Xander admitted for the first time to anyone besides Willow how his parents treated him at home, his dad's alcoholism and abuse, his mother's apathy. He admitted that he hid his intelligence in school both to avoid beatings from his father and because it gave Willow something to boost her confidence, that she could help him in school. And Cordelia, Cordelia admitted to Xander that at home she felt like a bother, like a reminder of something in her parents' past that they didn't wish to remember. She never wanted for anything except for the love of her parents. She admitted to reading comics when she was younger, before the pressures of her peers led to her to mock and ridicule the very things she had once sought comfort in. She admitted that she also had very good grades, and her bimbo personality in class was just to keep appearances up.

During this discussion Xander was fiddling with bits and pieces of his armor, taking down notes in a notebook Oz had supplied. While both of the pair had a degree of technical knowledge in their heads courtesy of their former guests, neither was ever certain of more than a fraction of what Xander was doing. Most of the knowledge in Cordelia's head was of a more financial, legal and business form, while Oz's was mostly military, survival skills, or general mechanics. Neither had much experience with Stark's technology, and thus were not quite sure what Xander was doing until around noon he closed up a panel on one of his gauntlets and announced "done".

"Done?" Cordelia asked curiously setting down her teacup.

Xander nodded, grinning in pride as he motioned towards his finished product. Sitting before him was what looked like a pair of form-fitting black gloves. On the back of each forearm was a red metal plate with a wire running out of the back and a repulsor lens facing forward over the wrist.

"I don't want to be helpless while patrolling anymore, and since I can't rebuild my suit at the moment without better tools and supplies I instead chose to rebuild part of what I didn't use in constructing the computer node for JARVIS into a pair of gauntlets to let me blast vampires. I figure a strong enough Repulsor blast should be enough to dust one, and if not it will at least knock them away long enough for me to shove a stake through their chests."

Oz nodded in approval.

"Nice. I like the design. It's sleeker than the ones you normally wear with the suit. How are you going to power it though? You're arc reactor is embedded in JARVIS at the moment."

Xander grinned and pointed at the third object he had been working on. It looked like several rows of glowing yellow tubes, about the size of a double-A battery and connected in a 4x4 grid with wires running off from either side to connect to the pair of 'gauntlets'.

"I extracted most of the capacitors from the suit parts and linked them together. I just need to buy a heavy duty vest to place them in and connect it to the gauntlets and I can power them for a night of vampire dusting. I'll have to plug them back into JARVIS to recharge it, but that shouldn't be too much of a problem. It should suffice for now until I can figure out how to get the money to buy better tools and materials and can rebuild my actual suit."

Cordelia looked askance at the string of glowing cylinders that made up the power supply for Xander's new gauntlets.

"Aren't those a little vulnerable like that?" She asked.

Xander smiled and leaned back on the couch.

"Not really. They are far sturdier than they look, and I intend to wear them inside a vest that I'll line with a few extracted pieces of armor."

Cordelia thought about it and shrugged.

"And the sleeker design, while not providing as much protection, will allow me to use them and still handle stakes and crossbows. It also means that I can conceal them in my sleeves, as long as I get a long sleeved coat or something."

Oz's stomach growling forestalled any further conversation.

"…I think maybe we should go get some more food before Oz's stomach tries to eat us all." Xander said after several seconds of embarrassed silence.

Cordelia's stomach growling in response cinched it.

Both of the boys laughed in response, with Cordelia sheepishly joining in a few seconds later.

* * *

**Summers' Residence**

Willow frowned as she sat in the living room, rereading the note Xander had left on the table. From the kitchen she could hear the laughter as Joyce recited a funny incident from the Halloween party she had attended in LA the night before, but she felt a deep sense of foreboding in her gut that dampened her spirits.

Sighing she began to read the note again.

Willow,

Don't worry about me, I'm alright. I woke up when the spell ended and found myself in the kitchen with two others who my costumed alter ego apparently gathered with him. We decided we needed to recover from what happened so we headed to one of their houses. I'm going to spend the night there, I'll return home sometime tomorrow. I need some time to deal with what happened. I'll talk to you in school on Monday. I just need to deal with some things.

-Xander

Willow sighed again. On the surface it all appeared fine, but she couldn't shake the feeling that she had missed something last night, that something had changed and by the time she learned what it was it would be too late to undo it.

* * *

**Oz's Apartment**

The trio sat once more around the table in Oz's kitchen, eating perhaps the biggest meal any of them had ever attempted in their lives. Between them at the table sat six large buckets of fried chicken and a multitude of sides, biscuits, butter and honey. To round it off they had six two-liters of soda, all fresh and chilled from the 7-Eleven down the street from Oz's apartment, the one situated conveniently next to the local KFC.

Cordelia took her first bite of the chicken and nearly moaned in orgasmic bliss.

"Gods, if an enhanced metabolism means I can eat like this every day then I'll consider myself blessed just for that alone. I can't believe I never tried KFC before?"

Oz just shrugged and continued to dig into his chicken like a ravenous beast. Xander chuckled and responded quickly before returning to making little sandwiches using biscuits, butter, chicken and honey.

"I'm going to go out on a limb here and guess it's because it would have made you get fat?"

Cordelia blushed.

"Yeah, that was probably it."

They spent the next half hour chowing down, making idle talk in between mouthfuls of a delicious all-American classic: the Colonel's Best. It was Xander who finally returned the conversation to the giant pink-polka dotted elephant in the room.

"So…now that we have these gifts…what are we going to do with them?" He asked, shifting mode from casual to serious.

Cordelia and Oz both put down their food, sensing the shift in mood and responding similarly.

"I don't know. I didn't have any plans before last night really, just my band and maybe college. I do think my abilities will probably give me a heads up hunting vampires." Oz shrugged.

"So you are interested in joining me and the others?" Xander asked. He had explained to Oz about the vampires and everything else earlier and Oz had been pretty relaxed about it. Oz had even commented that some things about his cousin made sense. A quick call to Oz's uncle had confirmed that his favorite little cousin was in fact a werewolf.

Oz shrugged again.

"Of course, man. I mean, how could I live with myself, knowing those things are out there and not doing something to stop them?"

Cordelia smiled.

"I know I've…left dealing with those things to you and Summers since I found out about them. And I know I never really said…thank you, for saving me that night in the Bronze. But now…I feel like something inside me has changed. I have these abilities now, yes, but I think…I think Emma left me far more of a gift. She left me her memories, all of them, her skills and talents. When I think back to last night I can feel her conviction, her determination to leave me something so I would never be vulnerable again."

Cordelia looked Xander straight in the eye, her determination clear.

"We all know that the world isn't a safe place. We know it better than most, knowing what we do about what goes bump in the night. But even without that, Emma saw something in our world that she knew we'd need an advantage over. We all know it. The heroes that are out there every day, and every night, saving lives. So are the villains, criminals with powers that would see them classed as meta-humans, beings with powers to rival even Omega-class mutants. Even without the darkness, this world has dangers."

She took a deep breath.

"And Emma, and Tony, they gave use the potential to stand in their world, we can hold our own. We have these gifts, these powers, and that is a heavy responsibility. And the way I see it, we have two choices. We can disappear into the wood-work; pretend we don't have these powers and try to live a normal life."

"Or?" Xander asked with a single raised eyebrow.

"Or we become heroes. We step up, and do what they did, use our powers to help others."

A smile slowly crossed Xander's face.

"And here I thought I was going to have to be the one to say it." He said, surprising them.

With that said he turned his notebook around so they could see what he had sketched out on the first page. At the top of the page were two words, and beneath them a stylized logo.

Avengers Incorporated.

"What do you guys think about starting a business?"

Oz and Cordelia shared a look before returning Xander's grin.

* * *

**Rosenberg Residence**

Willow sat on her bed after her shower. Her ghost costume lay bundled in one corner of the room and she stared down at the phone in her hands. She had called Xander's house, and his mother had said he hadn't returned yet. After a long glance at the folded note sitting on her nightstand she put the phone back in its cradle and laid back on her bad.

Where was Xander?

* * *

**Oz's Apartment**

"Well," Oz said. "This definitely gives us a good reason to join in with you Scoobies. It will be easier to conceal our activities and our new friendship if we are researching and patrolling with you. It should at least make them less suspicious."

Xander nodded.

"True. Of course, if the two of you don't learn to control your powers first the ruse won't last very long."

"What are you talking about man?" Oz replied. "We've got control of our powers."

Oz reached for one of the two-liter bottles of soda. Suddenly Xander slammed a hand down hard on the table. Oz jumped in his seat and his claws suddenly extended, spearing the poor bottle of Dr. Pepper. Xander snorted.

"Sure you do."

He turned to face Cordelia. She was just starting to return to being flesh from her diamond form. They both looked at him sheepishly.

"Like I said, you both need to learn to control your powers, or else you are going to end up outing yourselves, or worse, kill someone."

Oz and Cordelia both nodded as Xander flipped a few pages in his notebook.

"That said, I think the both of you should spend tomorrow meditating, and see if you can get control of your abilities. If you can't get safe control of them I would recommend calling in sick to school on Monday."

Finding the page he was looking for he made a few more notes.

"And if we really want to make our plan a reality, then we should start thinking up means of getting the necessary capital…and learning the relevant laws."

Cordelia smirked at Xander.

"Now THAT I can definitely help with."

Xander looked up at her.

"What? Queen Bee of the high school here. I'm not a dumb blonde like Summers, I paid attention when Daddy Dearest was busy with business dealings. I know a thing or two about business and the laws surrounding such. And that's without taking into account Emma's knowledge, or the admitted edge that my new abilities give me."

She winked at Xander.

"Like letting me know when a guy appreciates my eyes."

It was Xander's turn to blush while Oz got to laugh.

* * *

**Summers Residence**

Buffy danced in her room to her favorite song, thinking thoughts of Angel. She briefly frowned when she remembered how down Willow had been earlier after finding the note from Xander, but come on, it was Xander. Surely he was alright. They'd see him at school on Monday and all would be right with the world. With that self-reassurance she returned to dancing to her favorite song and thinking of Angel.

* * *

**Oz's Apartment**

The sun had already set when Cordelia and Xander decided it was time to head home. Oz volunteered to let Xander keep JARVIS and the remaining suit hardware in his house, while offering up an old vest of his dad's that just about fit Xander as a temporary harness for his modified repulsor guns. Cordelia's house was only a few blocks away, and Xander knew that his house was only a short distance beyond that. Knowing that, he had volunteered to escort Cordelia home, and was pleasantly surprised that she didn't respond with a mocking sarcastic comment.

He could really get used to this new Cordelia.

Or perhaps it was just the real Cordelia, given the confidence to show who she was inside.

When they finally got to Cordelia's house, thankfully without encountering any members of the fang-brigade, Cordelia stopped outside her front door and turned to face Xander.

"Well, I guess this is goodnight." He said, smiling at her.

Cordelia smiled back but seemed to be waiting for something.

"I guess I better be going then." Xander said when she didn't say anything, turning to walk away.

"Ahem."

Xander turned to find Cordelia with her arms crossed, one eyebrow raised and an expectant look on her face.

"Aren't you forgetting something Iron Man?"

Xander blinked at her in surprise.

"After a date, the gentleman is expected to give the lady a goodnight kiss."

Xander blinked and then smiled, stepping forward to give Cordelia a light kiss on the lips before pulling back.

"Goodnight, Miss Frost."

Cordelia smiled and chuckled.

"Goodnight, Mister Stark."

As Xander turned and headed off into the night he heard Cordelia faintly behind him.

"Be safe Xander."

His good mood lasted until he got home and opened the front door of his house to find his dad, drunk and smelling of whiskey, waiting for him with his belt and a look of anger on his face.

"Where in the hell have you been boy? You never came home last night, and you didn't even bother to call to tell us where you were. Your mother was worried sick."

As his dad raised the belt Xander knew he only had one chance to stop things. With a sigh of resignation he raised both arms to face directly at his dad and spoke.

"Arclight."

Blinding light flared within the Harris household.

* * *

**Oz's Apartment**

Oz was still cleaning up from the day's food binge, with JARVIS hooked into his Internet connection in one corner and plugging away at the tasks Xander had set for him earlier in the evening, when his phone rang. Setting down a plate full of chicken bones he walked over and picked the handset out of the cradle.

"Yo." He said, as loquacious as ever.

"Hey Oz, it's Xander. Listen, I kind of need a place to stay for a little while, mind if I stay with you."

Oz smiled sadly.

"Sure thing Xander. Do you need help moving anything?"

"…yeah, can you bring your van? I don't think I'm going to be coming back here, and I don't want to leave anything behind."

Oz nodded to himself.

"Sure thing buddy. I'll be there as soon as I can."

Oz hung up and looked around his apartment.

"Guess it's a good thing I put a futon in the second bed room last summer."

* * *

**Chase Residence**

Cordelia awoke to sunlight streaming through her window. She smiled softly, remembering the feel of Xander's lips on her own. It wasn't the wet, sloppy, greedy kissing she was used to from all her high school dates and boyfriends, it was simple and chaste but carried so much promise.

"Who knew that the doofus had so much potential within him?" She asked herself as she rolled out of bed, remembering what Emma had seen when searching his mind. "He may make a good partner. He's certainly worth exploring."

Getting to her feet she walked over to her closet and began to pull an outfit together, something concealing that she could use for her training.

"Now, where are all my whites?"

* * *

**Outside the Harris Residence**

Willow stared in shock as Jessica Harris slammed the front door in her face. The woman had been drunk and distressed, raving about a bright light and her husband kicking out that ungrateful son of theirs.

Willow was left wondering just what Xander could have done to get kicked out of his house, and where did he go?

_Why didn't he call me for help? Why didn't he come to my house if he got kicked out? Where is he?_

* * *

**Oz's Apartment**

Oz and Xander were both silent that morning as they ate several boxes of cold cereal between the two of them. Finally Oz spoke.

"So, what are you going to do now?"

Xander chewed his cereal slowly before swallowing.

"I don't know. Stay with you as long as I can I guess. Maybe get a job, or if JARVIS's research and Cordelia's ideas pan-out start the company and focus on that."

Oz took another bite of his cereal before replying.

"You can stay as long as you want man. The money my parents left me is more than enough to support me for the rest of my life if I'm judicious in my spending. It'll be more than enough to support the both of us for now. Don't worry about it."

Xander smiled wryly in thanks.

"Thank you."

"So, what are your plans for today?"

Xander looked down at his notebook and scribbled out another formula.

"I'm going to do my homework first. Once that's done I'll spend the rest of the day working with JARVIS to evaluate current technologies, to see what is feasible and what I may have to design and patent the hardware to produce before I can make it."

Oz nodded before taking a long drink of his coffee.

"What about you man?" Xander asked in turn.

"I'm going to spend the day here in the apartment, listen to some music, try to meditate and see if I can't get control over these reflexes. If I can safely control them then I can return to school with you tomorrow. Otherwise I'll need to stay home sick until I get the hang of them."

Xander nodded absentmindedly as he started to drift back into his notebook, his mind awhirl with equations and formulas, schematics of devices that felt as familiar to him as his own skin. He barely even registered when the phone rang and Oz answered a call from Cordelia informing them that she was driving into LA to people watch, and focus on harnessing her abilities. She was headed somewhere no one would recognize her in case she lost control and turned into diamond.

Eventually Oz finished his cereal binge and moved into his bedroom, closing the door and cranking his music up, letting it blast.

And through it all Xander delved into his mind, never realizing how extraordinary what he was achieving was, how much faster than a normal human mind he was thinking, of how far beyond normal his new ability to parallel process was. And as the day wore on his notebook became filled with designs and schematics as he began to prepare for his plans. He barely even registered when Oz left the apartment around mid-afternoon to go buy some more food.

It was late afternoon by the time Oz returned, carrying a supply of groceries more suited to feeding a small regiment than two teenagers. He had stocked up on bottled water, soda, energy drinks, rice, canned food, and an assortment of meats that he loaded into the fridge. It was the smell of him cooking up an entire pile of steaks that finally brought Xander out of his state of hyper focus and back to the real world.

"What smells so good?" He asked as he capped his pen and closed the notebook, now almost completely filled with formula, calculations and diagrams.

"My dad's secret recipe." Oz replied. "Special spice blend he cooked up in his college days, mixed with steak soaked in Merlot and fried in olive oil and garlic."

Xander stood from the table and walked into the kitchen, taking down plates , glasses and silverware and setting the table.

"Well, smells delicious, I'll give you that."

"Don't worry, it'll be ready in a few minutes and then we can eat." Oz replied as he moved two finished steaks out of the frying pan and added two more. "By the way, did you finish that homework you said you were going to do.?"

Xander looked up from where he was setting the table with a sheepish look on his face.

"Um, whoops. Looks like I got a little lost in my work." He replied. "I'll finish it after dinner."

Oz chuckled and finished cooking the steaks. As the two sat down to eat dinner they began to discuss things, mostly mundane. They were quickly discovering the beginnings of a potentially life defining friendship.

* * *

**Rosenberg Residence**

Willow lay on her back on her bed staring up at the ceiling. She had not heard from Xander all day, and none of his usual, or even unusual, friends had heard from him. Buffy, Joyce, Giles, Ms. Calendar, none of them had heard so much as a peep from Xander. The police had no reports concerning him, none of his old friends from middle school had heard from him. It was as if he had dropped off the map after the fight he had the night before with his father.

Fighting back the urge to cry, and the unshakable feeling that something majorly important had happened and she had missed it, Willow continued to stare at her ceiling.

* * *

**Chase Residence**

Cordelia smiled as she stripped off her long white coat.

The busy crowds in LA had been a challenge, both for controlling her instinctive defensive reaction of switching to her diamond form, and to her control of her mental abilities, both to shut out other minds and to pick out single thoughts from a mass of minds. In the end it had been worth it. She had had a few close calls where a sudden shock caused her to momentarily turn to diamond, but her choice of garb and some judicious nudges to people's minds kept her hidden. Ultimately she felt it had been the right decision, as she now felt confident that she could control her abilities enough to safely return to school.

Although she was certainly going to listen in on what people thought of her new image.

She smiled in the mirror as she slowly stripped out of her all-white outfit. Behind her she could see the many, many bags of new clothes she had bought, all in white of course. She wouldn't say she minded that little quirk Emma had left behind, after all Emma had been her hero and idol as a child.

Smiling as she stripped out of her clothes she idly wondered if the memories Xander had inherited had given him any talents in the bedroom.

* * *

**Oz's Apartment**

It was well after midnight when Xander finally went to sleep. Oz had fallen asleep earlier in the evening after demonstrating that he had sufficient control over his reactions and wasn't likely to eviscerate any unfortunate people—or soda bottles—if he returned to school the next day. Xander had stayed up later, working on his homework. He had finished up his homework, all of it for that week and then some, and as he fell asleep he let his thoughts finally drift to something other than book reports and history and electrodynamic diagrams.

Cordelia's lips felt just right last night.

Xander fell asleep with a smile on his face.

On his desk his notebook lay open, the last page showing a structural diagram of a proposed facility, with a single name written above it.  
Triskelion.

* * *

**The Watchtower**

Batman sat in the control room, overseeing League activities around the world while also working on tracking recent business acquisitions and investments of various known enemies. He noted a surprising purchase of a lab facility on the east coast by LuthorCorp, surprising because the number of construction resources being routed towards it far exceeded what such a site should require. Either Luthor was building something there he didn't want anyone to know about, or he was using it as a cover to funnel resources to another black project.

Making a note to keep an eye on events related to the site in the future he turned to tracking the latest whereabouts of the Joker.

* * *

**AN**: The process of transferring over and adapting issues to post here on is laborious, time consuming and tends to disrupt my muse. I'm partway through writing issue 4, but as I've made the decision that from here on out I will be posting exclusively on tthfanfic dot org on my Zaion account I decided to add issue three here along with this note. Until Volume One is 100% complete and gone through a final touch up and revision it will only be updated, and hosted beyond this issue on my Zaion account on tthfanfic dot org. When Volume One is completed, same with all other stories in the Rise of the Ultimates universe, the completed story will be formatted and uploaded here enmasse. I apologize if this is inconvenient to anyone, but it is tiresome to have to worry about uploading to two separate sites. Add to that wrestling with the decision to possibly discontinue most of my older fic projects as I'm finally admitting that my muse for them seems to have burnt almost completely out, and this account is likely going to enter a degree of stasis. If I can get my muse for Way of the Jedi going again it will be updated here, but it is currently the only active project I have that will be updated on this site. As I said, I'm sorry if it is an inconvenience, but Rise of the Ultimates will continue to be updated on tthfanfic dot org along with my other buffy crossover projects as I post them. Again, the account name is Zaion and you can find my active stories there. Issue 4 is currently under construction and has already exceeded the combined length of the first three issues.

-ZI


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